The Board adheres to the principles of good corporate governance, ensuring that its business transactions are properly conducted with transparency and fairness for the mutual benefits to the Company’s shareholders, stakeholders as well as the community and society where it operates.

This document is prepared as the Company’s Corporate Governance Policy reported in five separate categories, as mandated by the Stock Exchange of Thailand.

1. The Rights of Shareholders.

The rights of shareholders include all basic rights such as the right as an investor and the right as an owner of the Company, for instance, the rights to buy new shares, sell or transfer owned shares, the rights to receive dividends, the rights to attend the shareholder’s meetings, the rights to express or raise the questions at the meetings, the rights to make decision by voting on the important affairs of the Company ,i.e. nomination of Directors , amendment of memorandum of association and regulations of the Company ,etc.

2. Equitable Treatment of Shareholders:

The Board is aware and shall provide the equity treatment to every individual shareholder, every group of shareholders, major or minor shareholders as well as the investors and foreign investment institutions. In addition, the Board shall make every effort in enhancing equality to all value shareholders, in particular the minor shareholders. For instance:

- To fix the rights to vote at the meetings according to the number of shares owned by each individual shareholder, allowing one share one vote.

- The Board has assigned responsibility to the independent Directors to oversee the minority shareholders’ interests by allowing minority shareholders to contact the independent Directors directly for any issues and concerns that they may have over the Company matters. The independent Directors shall act on behalf of the minority shareholders in investigating the matters and finding proper method in dealing with the situation. The independent Directors shall present the issue that affected the shareholders and the business operations to the attention of the Board and may set it as the agenda for the Shareholders’ meetings in order to report the issues raised by the minority shareholders and how the matters have been resolved.

- The Company also allows any minority shareholders to suggest or to propose the agenda for the annual general shareholders’ meeting by making contact with the independent Directors via the Company website: www.thaipolyacrylic.com or e-mail at masaya.rungrueng@lucite.com

- The Board has established necessary measures to control the usage as well as to prevent the misuse of the Company’s internal information for personal benefits, specific attention is drawn to people within the Company, namely Directors, all executives, all personnel working in related departments, including their spouses and minor children. For instance, should the Directors or top executives sell or buy the Company shares, they are required to report the shareholding transactions to SEC within 3 working days for public disclosure.

- The Board shall convene the Shareholders’ Annual General Meeting within 4 months after the end of the fiscal year and shall provide shareholders with the notice of the meeting, a clearly stated agenda together with the Board’s opinions on each proposed agenda. This notice along with supporting documents shall be delivered timely to domestic and foreign shareholders prior to the meeting. Other data related to the meeting such as the Company Annual Report, the proxy form, as well as other measures to be used in the meeting should be supplied along with the notice to shareholders so that they are well aware of the documents and the meeting procedures prior to the meeting.

At the Shareholders’ Meeting, all shareholders have equal rights to express their opinions and raise questions based on the agenda of the meeting.

Besides the Annual General Meeting of Shareholders, the Board may call an Extraordinary Shareholders’ Meeting at any time it deems necessary. Likewise, shareholders may jointly request such a meeting in writing with sufficient justification, according to the Company’s Articles of Association on calling such meetings. If warranted, an Extraordinary Shareholders’ Meeting must take place within one month after the written request is received

3. The Roles of Stakeholders

The Company conducts its business responsibility to ensure mutual benefits to all groups of stakeholders, providing that the administration and the business operations of the Company shall not have an impact on the rights of stakeholders concerned, namely shareholders, employees, customers, creditors, competitors, community and society.

a. Shareholders: Besides the basic rights of shareholders and the rights stipulated by the laws and the Company’s regulations that have been described earlier in the section of the Rights of Shareholders, the Company allows the shareholders the rights, as the owner of the Company, to make suggestions or comments on the Company’s affairs directly to the independent Directors. Each comment and suggestion shall be treated as the confidential matter and will be carefully considered and presented at the Board meetings.

b. Employees: The Company regards all employees as the most valuable assets and shall continue to develop competence and integrity of the employees. The Company shall provide its employees with good benefits such as medical treatment scheme and provident fund scheme and shall treat all employees in such a way that they are happy to perform their tasks, providing that workplace is safe with healthy environment. The Company has set the operational manual as a mechanism for the employees to file their complaints or to report any concerns about the illegality, unethical and unfairness practices within the Company.

c. Customers: The Company is dedicated to providing customers with maximum benefits in terms of product and service quality at a competitive price. The customers shall be provided with all relevant data sheet and product information and the technical service assistance as well as the complaint handling procedure, to ensure customers’ satisfaction.

d. Creditors: The Company shall maintain good relationship with the creditors in such a way that they can gain trust and confidence. In doing so, the Company shall commit and honor to promises and the obligations agreed with the creditors.

e. Competitors: The Company shall treat its business competitors in the manner that is acceptable to international laws and principles. The Company shall operate its business within a fair competitive context and shall not take unfair advantage of its business competitors.

f. Community and Society: The Company continues to operate its business that is beneficial to the nation’s economy, society and the community in which the Company is located, especially providing necessary support to those activities that increase better opportunities for better education and development of people’s capabilities for sports, innovations, science, and technology. In addition, the Company shall co-operate with the community and authorities for preventing any business transaction with any other party that could be hazardous to the community and the society as a whole.

4. Disclosure and Transparency:

Apart from disclosure of the Company’s information and financial statements through public announcements in various channels and the media under the conditions stipulated by the law on a complete, accurate, sufficient and timely basis, the Company shall disclose the following information to the public to ensure transparency of the business operations:

a. Disclose the performance and attendance records of each individual Director.

b. Disclose a report on corporate governance policy, including the operating results,

c. Disclose the policy on remuneration for the Directors and top executives, including forms, types, and the amount of the remuneration.

d. Allow people, including the community and institutions, to raise questions through the Company’s website and/or direct contact with the Managing Director or the authorized executives for the appointment of the meetings.

e. Recognizing the fact that some Directors reside abroad, and may consequently be excused from attending all Board Meetings, the Board encourages all Directors to attend the meetings when important issues are raised in the meeting agenda, such as the consideration and approval of future investments for plant expansion projects, and the consideration and approval of the annual financial statements and the annual budget proposals, etc.

5. The Board Structure, Roles and Responsibilities of the Board and the Committees

5.1 Structure of the Board

The Company has prescribed that the Board shall comprise well-balanced numbers of not more than 11 Directors, consisting of 3 independent Directors and 2 management executives, and the remainder shall be representatives of its major shareholders.

5.2 Chairman and the Managing Director

With respect to the difference in duties and responsibilities between the Chairman, as the head at the policy level, and the Managing Director of the Company, as the chief of the management executives who look after overall management, the Company deems it appropriate to segregate the roles and responsibilities of the two positions and that the two positions shall not be held by the same person in order to ensure the balance of authority.

The Company has decided to appoint as Chairman a Director, who is not an independent Director as defined in the SET guidelines, but whose interests are fully disclosed to the Board.

5.3 The Committees

The Company has appointed the independent Directors to oversee certain specific areas as it deems necessary and fit to the size of the Company Board structure. Thus, the Board of Directors appointed and established an Audit Committee, consisting of 3 independent Directors. By the power mandated, the Audit Committee is to report the operating results directly to the Board of Directors.

The Audit Committee shall have the authority and responsibility to oversee, review, and assess the operations of the Company to ensure conformity with the corporate policies, applicable laws and regulations of the regulating authorities, as well as the Company rules and regulations and the code of conducts. The Audit Committee is also responsible to oversee and to promote high standard for developing corporate financial and reporting systems in accordance with the international standard, and shall oversee and review regularly the Company’s internal control, internal audit, and risk management systems in order to ensure that all systems are adequate, updated and efficient.

The Company chooses not to comply with the SET guideline to establish other Committees, such as the Governance and Nomination Committee and the Remuneration Committee, as the Board feels that these tasks and assignments can be managed by the Board.

The Audit Committee shall perform its duties independently by assigning and directing the internal auditors to audit all systems and shall present its opinions freely to the Board of Directors. The Committee shall independently consult regularly with external auditors, management executives, as well as seeking advice from consultants or advisors in any specialized fields as appropriate, such as legal and accounting experts.

5.4 Roles and Responsibilities of the Board

The Board of Directors shall be fully responsible for setting the Company’s vision, mission, corporate policies and objectives, and shall consider and review the business strategic plans to ensure the Company ‘s growth, efficient performance and competitiveness in the dynamic global environment. The Board shall review and assess the Company and top management personnel, overall Company performance, and oversee the Company’s risk management systems and the corporate governance policy to ensure the continuous improvement and conformity with the international standard. Directors shall devote their time and efforts for the Company’s growth and shall take responsibility in protecting the Company’s interest without seeking personal benefits or acting in conflict of interest to the Company. It is the ultimate goal of the Company’s Directors to ensure corporate growth and stability, the balanced and sustainable benefits for all stakeholders as well as the shareholders.

5.5 Qualifications and Nomination of the Board of Directors

The Board of Directors shall identify qualified candidates to replace Directors retiring at the end of their terms or for any other reasons, and shall consider and submit a list of nominees to the Shareholders’ Meeting for resolution. It is the Board ‘s responsibility to consider and select candidates who are highly qualified, experienced professionals from various fields, demonstrating breadth of vision and great leadership, knowledgeable, as well as a proven record of high morale, ethical integrity, and ability to express themselves professionally.

5.6 The Board and Committees’ term of Office

The Company has prescribed that all Directors, including independent Directors, shall be appointed on a 3 years term and shall be retired on the rotation basis. According to the Company’s Article of Association, one third of the Company’s Directors shall be retired on the rotation basis at every Annual General Meeting, however, the retired Directors can be re-elected at the Shareholders’ Meeting.

In the case any Director has tendered his/her resignation or is to be retired for any other reasons prior to the end of the term, the Board can appoint a succeeding Director and he or she can remain in the position to complete the remaining term of the former Director.

5.7 Remuneration of the Board and Management

None of the Company’s Directors, except the independent Directors and executive Directors, shall receive any form of remuneration and benefits from the Company. The independent Directors are provided with agreed annual Director’s fees and per diem meeting allowances, the rates of which are considered fair in the industry in which the Company operates.

Regarding to the remuneration of the Managing Director and top executives, the Chairman and the Board shall consider the individual performance and achievements of the overall performance against the agreed Budget of the particular year. Remuneration shall be disclosed transparently in the Company’s annual report.

5.8 Risk Management

The Board sets policies and establishes a risk assessment system for preventing and managing those identified risks. The system is applied throughout the business operations along with monitoring, analysis, specifications, and assessment of risk management, and audit system. The Board has assigned the Audit Committee to oversee the audit system in order to ensure that the Company’s risk management and the implementations have been properly conducted. The Audit Committee shall report regularly to the Board the progress of implementation of risk management.

5.9 Board Self Assessment

The Board will maintain assessment, proper Minutes and record attendance at Board Meetings but does not consider it beneficial to publish results of the assessment.

SEI – JIN LIOU

Chairman of the Board of Director

Subject : Invitation to the 24th Annual General Meeting of Shareholders

To : Shareholders

Attachments:

1. Copy of the Minutes of the 23/2007 Annual General Meeting of Shareholders held on April 27, 2007

2. Annual Report 2007

3. Profiles of directors who are retiring by rotation and to be re-elected

4. Profiles of directors who serves as proxy for shareholders

5. Definition of Independent Directors

6. Company’s Articles of Association, Shareholders’ Meeting Section only

7. Two Proxy Forms as specified by the Department of Business Development, Ministry of Commerce

8. Documents and evidence showing the right to attend the Annual General Meeting of Shareholders

9. Map of the location of the meeting

The Board of Directors of the Company has resolved to hold the 24/2008 Annual General Meeting of Shareholders on April 25, 2008 at 10:00 a.m. at the Royal City Hotel, Aroon Amarin Room, 2nd floor, Borom Ratchonnani Road, Bang Bamru, Bangplad, Bangkok, to consider the following items on the agenda as follows:

Agenda Item 1: To consider and approve the Minutes of the 23rd Annual General Meeting of Shareholders held on April 27, 2007 The 23/2007 Annual General Meeting of Shareholders was held at the Royal City Hotel, Bangkok-Noi Room, 3rd floor, Borom Ratchonnani Road, Bangkok on April 27, 2007. The Minutes of the meeting was prepared within 14 days following the day of the Annual General Meeting, and submitted to The Stock Exchange of Thailand and the Ministry of Commerce within the period specified by law. (Details as shown in attachment No.1 Copy of the 23/2007 Meeting’s Minutes)

Opinion of the Board: Resolved to propose that the Meeting consider and approve the Minutes of the 23/2007 Annual General Meeting of Shareholders held on April 27, 2007.

Agenda Item 2: To report TPA’s Business Performance for the year 2007 The Company has summarized its Business Performance for the year 2007. (Details as shown in attachment No. 2 Annual Report 2007)

Opinion of the Board: Resolved to report TPA’s Business Performance for the year 2007 to the Meeting.

Agenda Item 3: To consider and approve TPA’s Financial Statements for the fiscal year ended December 31, 2007 The financial statements for the fiscal year ended December 31, 2007 consist of the balance sheet and the income statement, which have been audited by a certified public accountant, as shown in the Annual Report 2007, and distributed to the shareholders together with this Notice of Shareholder’s Meeting as attachment No. 2.

Opinion of the Board: Resolved to propose that the Meeting consider and approve TPA’s Financial Statements for the fiscal year ended December 31, 2007.

Agenda Item 4: To consider and approve the apportionment of profit and the payment of dividends for the year 2007 The Company has considered dividend distribution based on its operating results, and found appropriate that the 2007 dividends be paid at Baht 6.00 per share for the 12,150,000 outstanding shares, totaling Baht 72,900,000. The Company will distribute the dividends to the shareholders on May 21, 2008, and will close the share register for the shareholders’ right to dividend distribution on May 7, 2008 at 12:00 noon. (Details of dividend distribution as shown in the Financial Statements section of the Annual Report 2007, as attachment No. 2)

In effect, it is the Company’s policy to distribute dividends at a per share rate as approved by the shareholders on a case-by-case basis .

Below is the comparison with dividend distribution of the previous year: Dividend Distribution 2007 (proposed year) 2006 (previous year) 1. Net profit (Baht) 50,155,774.00 109,678,169.00 2. Number of shares (share) 12,150,000 12,150,000 3. Dividend per share (Baht/share) 6.00 7.00 4. Total paid dividends (Baht) 72,900,000.00 85,050,000.00 5. Dividend payout ratio (%) 145.35 77.55

Opinion of the Board: Resolved to propose that the Meeting consider and approve the apportionment of profit and the distribution of dividends for the year 2007, which is to pay a dividend per share of Baht 6.00 for the 12,150,000 outstanding shares, totaling Baht 72,900,000, and to distribute the dividends to the shareholders on May 21, 2008, and close the share register for the shareholders’ right to dividend distribution on May 7, 2008 at 12:00 noon.

Agenda Item 5: To consider the appointment of the auditors and fix the auditors’ remuneration for the year 2008 The Audit Committee has selected 3 auditors from Pricewaterhouse Coopers ABAS Co., Ltd., whose names are shown below, to be the Company’s auditors for the year 2008.

1) Mr. Prasit Yuengsrikul C.P.A. (Thailand) No. 4174 2) Mr. Somchai Jinnovart C.P.A. (Thailand) No. 3271 3) Mr. Vichien Khingmontri C.P.A. (Thailand) No. 3977 Mr. Vichien Khingmonti has been assigned to be in charge of the audit and to provide opinions and sign on the Company’s Financial Statements for the past 3 years (2005-2007).

For 2008, the auditors’ remuneration is set at Baht 1,200,000, which is equal to the remuneration for 2007. As for the non-audit service fee, for the past financial year the Company employed no such service from the accounting firm of the auditors.

The auditors whose names are proposed have no relationship and/or interest with the Company/ the executives/ the major shareholders, or any of their related parties whatsoever.

Opinion of the Board: Resolved to propose that the Meeting appoint Pricewaterhouse Coopers ABAS Co., Ltd. as the Company’s auditor for the year 2008 and appoint the persons whose names are listed above as the auditors and approve the auditing service fee of Baht 1,200,000, which is equal to that of 2007, as suggested by the Audit Committee.

Agenda Item 6: To consider and elect directors in place of the Directors who are retiring by rotation according to Article 2 of the Company’s Articles of Association At the Annual General Meeting of Shareholders in 2008, some directors will have to retire by rotation according to Article 2 of the Company’s Articles of Association, Section 4 Item 22, as follows:

“Every Annual General Meeting of Shareholders, one-third of the directors must vacate their positions. If the total number of directors cannot be divided into the exact three, the number of directors vacating their seats must be nearest to one-third of the total number of directors.

Directors to vacate their seats in the first and second years following the registration of the Company are determined by a draw. For the following years, directors to resign from office are those with the longest tenure. Directors who retire by rotation as specified by this Item may be re-elected as Director again.”

“Nomination of individuals to assume the position of the Company’s Director has not been done by the Nominating Committee because the Company has not had such a committee. However, the Board of Directors has nominated and selected qualified candidates in accordance with the criteria and the selection process disclosed in the Annual Report 2007, under the Selection of Directors and Executives section and the Corporate Governance section No. 5.5 Director Qualifications and Selection. Based on the mentioned criteria and process as well as past performance as Director, the Board has found that the three directors whose names are listed below have all the required qualifications and should be re-elected as Director again.”

1) Mr. Sei Jin Liou 2) Mr. Thanetr Khumchoedchoochai 3) Assistant Professor Watanee Phannachet

Opinion of the Board: Resolved to propose that the Meeting consider and re-elect the directors retiring by rotation, whose names are listed above, to resume the position for another term because the three directors have extensive knowledge and experiences that will benefit the Company’s business and its shareholders. (Profiles of the directors enclosed as attachment No. 3)

Agenda Item 7: To consider and approve the remuneration and Director’s fee for the Independence Directors for the year 2008 The Board of Directors has considered and found appropriate that the remuneration of Independent Director for the year 2008 be Baht 286,650, compared to Baht 275,625 last year. The meeting allowance for Audit Committee Member should remain unchanged at Baht 6,000 per meeting and Baht 7,000 for the Chairman of the Committee.

The Company’s determination of remuneration has not been done by the Remuneration Committee because the Company has not had such a committee.

However, the Board of Directors has set the guidelines and procedures for the determination of remuneration as disclosed in the Annual Report 2007, under the Corporate Governance section No. 5.7 Director’s Remuneration.

Opinion of the Board: Resolved to propose that the Meeting approve the remuneration of Independent Director.

Agenda Item 8: Any Other Business (if any)

Respectfully yours

(Mr.Suchitr Srivetbodee)

Managing Director

Acting on behalf of Chairman of the Board

The Board of Directors will close the share register for the shareholder’s right to attend the Meeting on April 4, 2008 from 12.00 noon until the Meeting has ended.

You are cordially invited to attend the Meeting on the specified date, time and place. Registration to attend the Annual General Shareholders’ Meeting will begin at 9:00 a.m. For shareholders who are not able to attend the Meeting and wish to appoint a proxy, please do so by submitting the enclosed Proxy form (attachment No. 6).

Shareholders not able to attend the Meeting and wishing to appoint the Managing Director or Independent Director of the Company as their proxy to cast votes on their behalf can consult the list of names and profiles of Directors, as shown in attachment No. 4, for their consideration.

Dec 13/11/ 2007

To Managing Director The Stock Exchange of Thailand

Subject : The summary results of business operation Q3, September 30, 2007

The operations of Thai Poly Acrylic Public Company Limited Q3, September 30,2007 have been reviewed by certified accountants with the following comments :-

A. Sales Revenue at Bht. 351.99 million compared to same period previous year at Bht. 322.77 million increased by Bht. 29.22 million or 9.05 % due to the increasing of Sales volume.

B. Net Profit after tax at Bht. 19.17 million or Bht. 1.58 per share compared to same period previous year at Bht. 30.37 million or Bht. 2.50 per share. The main reasons that caused the profit decreased in 2007 by 36.88% from previous year were associated with rising cost of sales and lower margin contribution due to raw material price hike and fierce price competition in the domestic market.

Best Regards,

(Suchitr Srivetbodee)

Managing Director